RNS Number : 1085G
Vox Valor Capital Limited
30 September 2024
 

30 September 2024

 

Vox Valor Capital Limited

("Vox Valor" or the "Company")

 

Interim Results for the six months ended 30 June 2024

 

Vox Valor (LSE: VOX), is pleased to announce its unaudited interim financial statements for the six months ended 30 June 2024.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

For additional information please contact:

 

Konstantin Khomyakov

Tel: +1 (345) 949-4544

Email: ir@voxvalor.com

Novum Securities Limited

David Coffman / George Duxberry

Tel: +44 (0)207 399 9400

 

About Vox Valor Capital Limited

 

Vox Valor Capital Limited is the holding company for Vox Capital Limited and its subsidiary companies (together the "Vox Group"). The Vox Group has a focus on making acquisitions of majority stakes in the marketing technology, digital content, mobile games/apps and digital marketing sector. Digital marketing technology and services and digital content/mobile games are large and fast-growing industries. The Vox Group's management team has a successful track record of operating, financing, and exiting businesses in this sector and has a network in this sector which generates a steady flow of leads and introductions to potential acquisition candidates. The Vox Group will target the acquisition of privately held businesses that can benefit from the access to liquidity and international scaling expertise that the Vox Group and its management team can provide.

 

Interim Management Report

Vox Valor Capital Limited ("Vox Valor" or the "Company") is pleased to announce that its interim financial statements for the period ended 30 June 2024 have been published and are available on its website at www.voxvalor.com/investors.

We are very pleased to report a strong increase in revenues and the Group achieving a modest operating profit. For the remainder of the current financial year, we are looking forward to growing Vox Valor both organically and through potential acquisitions.

About the Company

The principal activity of the Vox Valor Group is mobile app marketing. The Group focuses on mobile game or app (content) businesses' performance and has been providing services for the promotion of mobile apps and games for several years.

Summary of Trading Results

The main management focus in the reporting period was on improving the financial performance of the Group.

For the financial period ended 30 June 2024, Vox Valor reported revenues of USD 5.63 million (2023: USD 1.8 million).

Revenue achieved by Mobio Singapore was USD 3.3 million (2023: 31k), with revenue achieved by Mobio Global UK of USD 2.14 million (2023: USD 1.77 million)

 

Operating expenses were USD 5.5 million for the 6 months period ended 30 June 2024 (2023: USD 1.79).

Gross margin for the first half of 2024 was USD 759k (13%) compared to 639k (36%) in 2023.

Vox Valor reports an operating profit of USD 126k (2023: USD 13k).

 

Total comprehensive result for the six months ended 30 June 2024 was a loss of USD 327k (2023: profit of USD 179k). This has been in large part due to increased interest costs.

 

Corporate Update

Mobio is making steady progress in gaining new clients for Mobio Global Limited (UK), Mobio Singapore Pte Ltd (Singapore) and Mobio Inc (US) and these efforts will continue through the remainder of the current financial year.

The Company is continuing its search for suitable complimentary mobile game or app (content) businesses as well as complimentary advertising tech and marketing tech businesses, in order to execute on its stated strategy of creating a synergistic mobile content and ad tech / marketing powerhouse. Further announcements on potential M&A transactions will be made as and when term sheets or legal binding agreements have been entered into.

Outlook

Looking forward to the current global situation, the continuing elevated interest rates and inflation rates tend to have an adverse impact on the price of services provided.

The Board remains cautiously optimistic and continues to evaluate opportunities for generating value for shareholders.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources. At 30 June 2024 the Group had cash balances of USD 70k (144K USD as of 31 December 2023). The Group's forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The Directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Interim Financial Information

The half-yearly financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information.

Listing Category

On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR. Consequently, with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.

Post-Period Events

There are no significant events occurred after reporting date.

Principal Risks and Uncertainties

Taking considered risk is the essence of all business and investment activity, in relation to risk the Company's main objective is to minimise the chance of a material adverse outcome arising from causes which could reasonably have been foreseen, this includes both 'upside' (opportunity) and 'downside' (threat) risks.

The principal risks and uncertainties for the remaining six months of the year remain unchanged from those detailed in the Company's annual report for the year ended 31 December 2023.



 

Unaudited condensed consolidated statement of profit or loss and other comprehensive income

for the six month period ended 30 June 2024

 


Notes

 

30 June 2024

 

30 June 2023

Operating income and expenses






Sales revenue

1


5,629,616


1,802,566

Total income



5,629,616

 

1,802,566







Operating expenses

2


(4,870,467)


(1,164,003)

Administrative expenses

4


(360,389)


(418,805)

Professional services



(75,517)


(27,616)

Audit and accountancy fees



(50,602)


(5,953)

Contractors' fees



(44,101)


(123,898)

Legal and consulting fees



(68,583)


(20,003)

London Stock Exchange fee



(13,473)


(10,667)

Depreciation of tangible/intangible assets



(10,410)


(8,714)

Right-of-use assets expense



(10,122)


(9,871)

Total operating costs



(5,503,664)


(1,789,530)

 






OPERATING PROFIT / (LOSS)


 

125,952

 

13,036

 






Non-operational income and expenses






Non-operating income

6


-


6,215

Non-operating expenses

6

 

(1,018)


(6,460)

NET NON-OPERATING RESULT


 

(1,018)


(245)

 






Financial income and expenses






Interest income / (expenses)

7


(322,360)


(251,292)

Financial income / (expenses)

5


(16,146)


113,684

NET FINANCIAL RESULT


 

(338,506)

 

(137,608)

 






PROFIT / (LOSS) BEFORE TAX


 

(213,572)

 

(124,817)

 






Profit tax



-


(19,998)

Deferred taxes

8


(59,653)


(20,532)

PROFIT / (LOSS) FOR THE PERIOD


 

(273,225)

 

(165,347)

 






OTHER COMPREHENSIVE INCOME






Transactions with owners (business restructuring)

9


-


3,881

Translation difference



(53,806)


340,110

OTHER COMPREHENSIVE INCOME


 

(53,806)

 

343,991

 


 

 

 

 

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD


 

(327,031)

 

178,644

 


 

 

 

 

Basic and diluted loss per share

10

 

(0,01)

 

(0,01)



 

Unaudited condensed consolidated statement of financial position as at 30 June 2024

 

 

 

Notes

 

30 June 2024

 

31 December 2023

ASSETS

 






Non-current assets

 






Investments


11


10 578 188


10,641,147

Deferred tax assets


8.1


386 650


448,155

Right-of-use assets


14


38 795


49,232

Intangible assets


13


5 910


9,114

Tangible fixed assets


12


885


1,784

Total non-current assets

 

 

 

11 010 428

 

11,149,432

 







Current assets

 






Trade and other receivables


15


2 392 126


1,296,517

Cash at bank


16


70 620


144,182

Total current assets

 

 

 

2 462 746

 

1,440,699

TOTAL ASSETS

 

 

 

13 473 174

 

12,590,131

 







EQUITY AND LIABILITIES

 













EQUITY

 






Share Capital




194,426


194,426

Share premium




13,424,392


13,424,392

Share based payments




1,926,720


1,926,720

Revaluation reserve




854,196


854,196

Retained earnings




(7,401,406)


(7,128,181)

Translation difference




(274,249)


(220,443)

TOTAL EQUITY

 

 

 

8,724,079

 

9,051,110

 







LIABILITIES

 






Non-current liabilities

 






Loans (long term)


18


2,807,927


2,567,010

Other long-term liabilities


19


20,835


32,619

Total non-current liabilities

 

 

 

2,828,762

 

2,599,629

 







Current liabilities

 






Trade and other payables


17


1,655,962


618,358

Loans (short term)


18


50,290


94,950

Accrued expenses




16,165


20,448

Current tax liabilities




18,062


18,062

Other short-term liabilities


20


179,854


187,574

Total current liabilities

 

 

 

1,920,333

 

939,392

 







TOTAL LIABILITIES

 

 

 

4,749,095

 

3,539,021

TOTAL EQUITY AND LIABILITIES

 

 

 

13,473,174

 

12,590,131

 



 


Unaudited condensed consolidated statement of changes in equity for the period ended 30 June 2024

 

 


Notes

Share Capital

Share premium

Share based payments

Revaluation reserve

Retained earnings

Translation difference

Total equity

Balance at 1 January 2024

 

194,426

13,424,392

1,926,720

854,196

(7,128,181)

(220,443)

9,051,110

Transactions with owners

 

-

-

-

-

-

-

-

Results from activities

 

-

-

-

-

(273,225)

-

(273,225)

Other comprehensive income

 

-

-

-

-

-

(53,806)

(53,806)

Balance at 30 June 2024

 

194,426

13,660,572

1,926,720

854,196

(7,401,406)

(274,249)

8,724,079

 

 


Notes

Share Capital

Share premium

Share based payments

Revaluation reserve

Retained earnings

Translation difference

Total equity

Balance at 1 January 2023

 

194,426

13,660,572

1,926,720

854,196

(6,944,622)

(873,353)

8,817,939

Transactions with owners

 

-

(236,180)

-

-

-

-

(236,180)

Results from activities

 

-

-

-

-

(187,455)

-

(187,455)

Other comprehensive income

 

-

-

-

-

3,896

652,910

656,806

Balance at 31 December 2023

 

194,426

13,424,392

1,926,720

854,196

(7,128,181)

(220,443)

9,051,110

 

 

 

 

 

 




 

Unaudited condensed consolidated statement of cash flows for the period ended 30 June 2024

 


Notes


30 June 2024

 

31 December 2023

OPERATING ACTIVITIES

 





Profit / (loss) before taxation



(213,572)


(569,585)

Adjustments for

 





Depreciation of tangible/intangible fixed assets



10,410


17,143

Depreciation of right-of-use assets



10,122


19,906

Interest not paid (received)



219,719


124,048

Trade and other receivables



(1,095,609)


1,633,578

Trade and other payables



1,037,604


(2,286,733)

Other assets



-


3,516

Other liabilities



(12,334)


18,282

Accrued expenses



(4,283)


(13,787)

Cash generated from operations

 


(47,943)

 

(1,053,632)

 






Taxes reclaimed (paid)



-


-

Total cash flow from operating activities

 


(47,943)

 

(1,053,632)

 






INVESTMENT ACTIVITIES

 





Purchase /disposal of other intangible assets



(6,377)


(17,072)

Total cash flow from investment activities

 


(6,377)

 

(17,072)

 






FINANCING ACTIVITIES

 





Loans given / received



-


495,000

Financial obligations (right-of-use)



(6,459)


(20,229)

Interest paid (right-of-use)



(711)


(1,877)

Total cash flow from financing activities

 


(7,170)

 

472,894

 






NET CASH FLOW

 

 

(61,490)

 

(597,810)

 






Exchange differences and translation differences on funds



(12,072)


(169,694)

MOVEMENTS IN CASH FUND

 


(73,562)

 

(767,504)

 






Balance as of beginning of the period



144,182

 

911,686

Movement for the period



(73,562)


(767,504)

Balance as of the end



70,620

 

144,182



 

Notes to the unaudited condensed consolidated financial statements, comprising significant accounting policies and other explanatory information for the six month period ended 30 June

 

GENERAL INFORMATION

 

Vox Valor Capital LTD (the "Company")

Vox Valor Capital LTD (former Vertu Capital Limited) was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The Company's registered office is Forbes Hare Trust Company Limited, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006, Cayman Islands, registration number 291725.

 

The Group comprises from the parent company Vox Valor Capital LTD and the following subsidiaries:

 

·      Mobio (Singapore) Pte Ltd                 Singapore              100% ownership by Vox Valor Capital LTD

·      Vox Capital Ltd                                      United Kingdom   100% ownership by Vox Valor Capital LTD

·      Vox Valor Capital Pte Limited             Singapore              100% ownership by Vox Capital Ltd

·      Initium HK Limited                               Hong Kong             100% ownership by Vox Capital Ltd

·      Mobio Global Limited                          United Kingdom   100% ownership by Vox Capital Ltd

·      Mobio Global Inc  .                               USA                         100% ownership by Mobio Global Limited

 

The principal activity of the Group is digital marketing and advertising. The Group focuses on App, Mobile, Performance and has been providing services for the promotion of mobile apps and games.

 

The Company is controlled by Vox Valor Holding LTD (UK).

Final beneficiaries of the Group are: Pieter van der Pijl, Stefans Keiss, and Sergey Konovalov.

 

Management (Directors)

 

·      John G Booth (Chairman and Non-Executive Director)

·      Rumit Shah (Non-Executive Director)

·      Konstantin Khomyakov (Finance Director)

 

Going concern

 

At the time of approving the financial statements, the Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Management continues to adopt the going concern basis of accounting in preparing the financial statements.

 

ACCOUNTING POLICIES

 

The Consolidated Interim Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").

 

The presentational currency of the Group is US dollars (USD).

The notes are an integral part of the financial statements.

 

Reporting period

 

These financial statements represent the financial reporting period of the Group for the 6-month period ended 30 June 2024.

 

General

 

An asset is disclosed in the statement of financial position when it is probable that the expected future economic benefits attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is disclosed in the statement of financial position when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligations can be measured with sufficient reliability.

 

If a transaction results in transfer of future economic benefits and/or when all risks associated with assets or liabilities have been transferred to a third party, the asset or liability is no longer included in the statement of financial position. Assets and liabilities are not included in the statement of financial position if economic benefits are not probable or cannot be measured with sufficient reliability.

 

The income and expenses are accounted for during the period to which they relate. Revenue is recognized when control over service is transferred to a customer.

 

The Management is required to form an opinion and make estimates and assumptions for assets, liabilities, income, and expenses. The actual result may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions are recognised during a corresponding revision period as well as any future periods affected by the revision. The nature of these estimates and judgements, including related assumptions, is disclosed in the notes to corresponding items in the financial statement.

 

Basis of consolidation

 

The Consolidated Financial Statements incorporate the financial information of Vox Capital Ltd and all its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control. The Company controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

 

·      The Company acquired Vox Valor Capital LTD on 30 September (holding company)

·      The Company acquired Vox Valor Capital Singapore Pte Limited on 8 October 2020 (holding company)

·      The Company acquired Initium HK Limited on 14 December 2020 (holding company)

·      The Company acquired Mobio (Singapore) Pte Ltd on 14 October 2020.

·      The Company acquired Mobio Global Inc. on 27 April 2022

 

Principles for foreign currency translation

 

The financial statements of the Group are presented in US dollars, which is the Group's presentation currency.

 

Receivables, liabilities, and obligations denominated in any currency other than USD are translated at the exchange rates prevailing as of the reporting date.

 

Transactions in any currency other than USD during the financial year are recognized in the financial statements at the average annual exchange rate. The exchange differences resulting from the translation as of the reporting date, taking into account possible hedging transactions, are recorded in the consolidated statement of profit or loss and other comprehensive income.

 

The nominal value of the share capital and other share components of the subsidiaries are denominated in Singapore dollars (SGD) and in the pounds of sterling (GBP) and translated into USD using historical exchange rate; the exchange differences resulting from this translation are recorded in the Exchange differences on translating foreign operations in the statement of financial position.

 

Cross-rates GBP/USD, USD/SGD and average rate GBP/USD are taken from https://www.exchangerates.org.uk/ and closing rate GBP/USD is taken from the site Currency Exchange Rates - International Money Transfer | Xe.com.

 

GBP/USD

 

30.06.2024

 

31.12.2023

Closing rate


1.2649


1.2681

Average rate


1.2651


1.2337

Revenue

The Group's revenue comprises primary income from the provision of mobile marketing services in 2024 and 2023. Revenue is recognized when the related services are delivered based on the specific terms of the contract. The Group uses a number of different information technology ("IT") systems to track certain actions as specified in customer contracts. The calculation of charges for mobile marketing services is carried out automatically by the technology platform based on pre-defined key parameters, including unit price and volume. These IT systems are complex and process large volumes of data.

 

Records of mobile marketing services charges are generated in an aggregated amount for each category and are manually entered into the accounting system on a monthly basis.

 

Revenue recognition

Revenue is measured based on specific contract terms and excludes amounts collected on behalf of any third parties. Revenue is recognized when control over service is transferred to a customer.

The following is a description of principal activities from which the Group generates its revenue.

 

Cost of sales (operating expenses)

Cost of sales represents the direct expenses that are attributable to the services delivered. They consist primarily of payments to platforms and publishers under the terms of the revenue agreements. The cost of sales can include commissions where applicable.

 

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the terms of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

 

Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

 

Other financial commitments

Financial commitments that are not held for trading purpose are carried at amortised cost using the effective interest rate method.

 

Other purchased intangibles assessment

The Group annually reviews the recoverability of all long-term assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Group determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset's carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised values, depending on the nature of the asset.

 

Intangible fixed assets

Concessions, Intellectual Property and Licenses are stated at cost less accumulated amortisation.

Amortisation is recognized in the income statements on a straight-line over the estimated useful life as follows:

·       Trademarks - 10 years.

·       Licenses - validity period.

·       Programs - 5 years.

 

Tangible fixed assets

Tangible fixed assets are stated at their historical cost less accumulated depreciation. Depreciation is recognized in the income statement in a straight-line basis over the estimated useful lives of each item of tangible fixed assets. The minimum cost to recognize an objects as a fixed asset is 3,000 USD. The annual depreciation rates applied are:

·      Technical and office equipment, computers - 3 years.

 

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

·       Leases of low value assets; and

·       Leases with a duration of twelve months or less.

 

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate placed at the official site of the Bank of England.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Receivables

Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. All receivables are due within one year.

 

Cash

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

The cash flow statement from operating activities is reported using the indirect method.

 

Provisions

These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

 

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

 

Deferred taxes

A deferred tax liability / asset is recognized for any differences in commercial and fiscal valuation of the Group's assets and liabilities.

 

Taxation

Current tax is the tax currently payable based on the taxable profit for the year.

 

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset. Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

 

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

 

Financial income and expenses

Financing income includes forex exchange and financial expenses include bank fee.

 

ACCOUNTS BREAKDOWN AND NOTES

 

1.         Revenue

 

             Revenue arises from:

Country

 

H1 2024

 

H1 2023

 

Singapore


3,298,212


30,757

 

UK


2,140,900


1,767,609

 

USA


190,504


4,200

 

Total

 

5,629,616

 

1,802,566


 

Revenue is segmented by the country where it was received.

 

2.         Operating expenses

 

Country

 

H1 2024

 

H1 2023

Singapore


3,042,637


48,823

UK


1,741,375


1,095,037

USA


86,455


20,143

Total

 

4,870,467

 

1,164,003

 

 

Expenses

 

H1 2024

 

H1 2023

Contractor Fees


146,371


388,623

Platforms and publishers' fees


4,724,096


775,380

Total

 

4,870,467

 

1,164,003

 

Operating expenses include the cost of the services of third parties for the placement of advertising and information materials of the Group's clients and the salaries expenses and social contributions of employees.

 

3.         Operating segments

 

The operating segments identifies based on internal reporting for decision-making. The Group is operated as one business with key decisions irrespective of the geography where work for clients is carried out. The Management (chief operating decision maker) considers that the Group has one operating segment. Therefore, no additional disclosure has been represented.

Geographical disclosures are presented in the notes 1,2.

 

4.         Administrative expenses

 

H1 2024

 

H1 2023

Wages & Salaries - (top management)

141,604

 

214,504

Wages & Salaries

9,733

 

32,188

Social taxes - (top management)

43,250

 

21,421

Social taxes

2,482

 

3,116

Audit and Accountancy fees

93,176

 

64,376

Business travel expenses

24,619

 

11,689

IT services and license fees

15,092

 

17,393

Voluntary medical insurance of employees

14,912

 

13,863

Advertising & Marketing

4,713

 

18,177

Employers National Insurance

4,086


12,679

Other administrative expenses

6,722


9,399

Total

360,389

 

418,805

 

Staff details (administrative and operating)

Number of staff

 

H1 2024

 

H1 2023

UK


2


2

  including Director

 

2

 

2

Singapore

 

-

 

-

USA

 

4

 

4

  including Director


1


1

Total

 

6

 

6

 

 

Staff cost (operating and administrative)

 

H1 2024

 

H1 2023

Wages & Salaries - (top management)


141,604


214,504

Wages & Salaries


9,733


32,188

Social taxes - (top management)


43,250


21,421

Social taxes


2,482


3,116

Total

 

197,069

 

271,229

 

Remuneration paid to key management personnel:




Director's fees

 

 


Holding company


Subsidiary companies

 

Total

Directors remuneration H1 2024

41,115


100,489

 

141,604

Directors remuneration H1 2023

95,612


118,892

 

214,504

 

 

5.         Finance income and financial expenses

 

H1 2024

 

H1 2023

Finance income

 

 

 

FX differences

-


117 052

Total

-

 

117 052

 

 

 

 

Finance expenses

 

 

 

FX differences

13,925


-

Bank fee

2,221


3,368

Total

16,146

 

3,368

 

 

 

 

6.         Non-operating income and expenses

 

H1 2024

 

H1 2023

Non-operating income

 

 

 

Other non-operating income

-


6,215

Total

-

 

6,215

 

 

 

 

Non-operating expenses

 

 

 

Other non-operating expenses

1,018


6,460

Total

1,018

 

6,460

 

7.         Interest income and expenses

                Interest expenses

H1 2024

 

H1 2023

TDFD loan interest

308,704


234,412

AdTech loan

11,445


14,373

Mobile Marketing LLC

1,500


1,504

Rent interest

711


1,003

Total

322,360


251,292

 

8.         Taxation


H1 2024

 

H1 2023

Profit tax

 

 

 

UK corporation tax (19%)

-


15,504

Singapore corporation tax (17%)

-


4,494

USA corporation tax (21%)

-


-

Total current tax

-

 

19,998

 

 

 

 

Deferred tax UK

34,388

81,505

Deferred tax USA

(19,840)

(60,105)

Deferred tax Singapore

45,105


(868)

Deferred tax in Profit and Loss report

59,653

20,532




Taxation on profit on ordinary activities

59,653

40,530




Deferred tax in Statement of financial position

- opening balance

448,155

58,162

Deferred tax in Statement of Profit and Loss during reporting period

(59,653)


382,369

Translation difference

(1,852)


7,624

Deferred tax in Statement of financial position

- closing balance

386,650


448,155

 

Net deferred tax assets recognized as of 30 June 2024 was not impaired.

 

8.1. Deferred taxes

Deferred taxes movement 2024 H1


As of 1 January 2024

 

Movements during reporting period

 

As of 30 June 2024

 

Deferred tax BS

 

Charge to profit or loss

Translation difference

 

Deferred tax BS

Right-of-use assets

836


(216)

(5)


615

Property, plant and equipment

339


168

(2)


505

Intangible assets

(1,731)


598

9


(1,124)

Trade receivables (payables)

(31,638)


(75,052)

206


(106,484)

Losses of previous years

480,349


14,849

(2,060)


493,138

Total

448,155

 

(59,653)

(1,852)

 

386,650

 

 

 

 

 

 

Deferred taxes movement 2023 (Year)


 

As of 1 January

 

Movements

 

As of 31 December

Item

 

Deferred BS

 

Charge to profit or loss

Translation difference

 

Deferred BS

Right-of-use assets


940


(149)

45


836

Property and equipment


-


331

8


339

Intangible assets


(1 338)


(317)

(76)


(1,731)

Trade receivables (payables)


(28,136)


(1,948)

(1,554)


(31,638)

Provisions


1,139


(1,139)

-


-

Losses of previous years


85,557


385,591

9,201


480,349

Total

 

58,162

 

382,369

7,624

 

448,155

 

9.         Transactions with owners (business restructuring)

 

On 23 February 2023, Vertu Capital Holding Ltd. (UK) was liquidated by Vox Valor Capital Limited. The financial effect recognized in the financial statements amounted to a USD 3,881 expense / cost.

 

10.       Earnings per share

 

Basic (losses)/earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the year.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 December 2022 the Group has outstanding Warrants issued to the NED Directors (Non-executive directors) and Stonedale Management and Investments Limited Ltd (Stonedale), which when exercised will convert into Ordinary Shares. Total number of Warrants in issue is 45,833,333.

 



30 June 2024

 

31 December 2023

Loss for the period after tax for the purposes of basic and diluted earnings per share


(273,225)


(165,347)

Number of ordinary shares


2,368,395,171


2,368,395,171

Weighted average number of ordinary shares in issue for the purposes of basic earnings per share


2,368,395,171


2,368,395,171

Loss per share (cent)


(0,01)


(0,01)

 

During a period where the Group or Company makes a loss, accounting standards require that 'dilutive' shares for the Group be excluded in the earnings per share calculation, because they will reduce the reported loss per share; consequently, all per-share measures in the current period are based on the weighted number of ordinary shares in issue.

11.       Investments in subsidiaries

 

Investments in subsidiaries

Subsidiary undertakings

Country of incorporation

 

 

 



30 June 2024

 

31 December 2023

Vox Capital Ltd

United Kingdom

100%


100%

Vox Valor Capital Pte Ltd

Singapore

100%


100%

Initium HK Ltd

Hong Kong

100%


100%

Mobio Global Ltd

United Kingdom

100%


100%

Mobio (Singapore) Pte Ltd

Singapore

100%


100%

Vox Valor Capital Pte. Limited and Initium HK Limited are companies holding investments in stock.

Mobio Global Limited was created as an acquisition purposes vehicle. On April 27, 2022, the Company purchased the shares in Mobio Global Inc. (USA), the total purchase price is 30 000 USD. On October 18, 2023, the Company sold the shares in Mobio (Singapore) Pte Ltd to Vox Valor Capital Ltd, the total purchase price was 1 000 USD.

Mobio Global:

Subsidiary undertakings

Country of incorporation

30 June 2024

 

31 December 2023

Mobio Global Inc.

USA

100%


100%

The registered office of Mobio Global Ltd is 71-75 Shelton Street London WC2H 9JQ.

The registered office of Mobio Global Inc. is 850 New Burton Road, Suite 201, Dover, DE 19904. USA

Investments at fair value

Investments at fair value

 

30 June 2024

 

31 December 2023

Airnow PLC shares


10,578,188


10,641,147

Total

 

10,578,188

 

10,641,147

Airnow PLC is incorporated in the United Kingdom. Its registered office is Salisbury House, London Wall, London, EC2M 5PS. The principal activity of Airnow PLC is the development of services to the mobile app community. The number of shares held in Airnow PLC is 5,736,847 and represents a 6.37% holding. The shares in Airnow PLC are directly held by Vox Valor Capital Singapore Pte Limited. There is no amount still to be paid in respect of these shares. No amount is owed either to or from Airnow PLC by the Vox Group.

12.       Tangible fixed assets

 

Cost

 

H1 2024

 

 Y 2023

As of period beginning

 

3,567

 

3,391

Additions


-


-

Translation difference


(23)


176

As of period end

 

3,544

 

3,567

Depreciation

 

 



As of period beginning

 

(1,783)

 

-

Depreciation charge


(887)


(1,743)

Translation difference


12


(40)

As of period end

 

(2,658)

 

(1,783)

Net book value

 

 



As of period beginning


1,784


3,391

As of period end


885


1,784

 

Tangible fixed assets are amortized over 3 years. Depreciation expenses are included in profit and loss under the «Depreciation of tangible / intangible assets».

 

13.       Intangible assets

 

Cost

 

H1 2024

 

 Y 2023

As of period beginning

 

17,472

 

14,944

Additions


6,377


17,071

Disposals


(6,863)


(15,362)

Translation difference


(112)


819

As of 30 June // 31 December

 

16,874

 

17,472

Depreciation





As of 1 January

 

(8,358)

 

(7,906)

Depreciation charge


(9,523)


(15,400)

Disposals


6,863


15,362

Translation difference


54


(414)

As of period end

 

(10,964)

 

(8,358)

Net book value





As of period beginning


9,114


7,038

As of period end


5,910


9,114

 

Amortization is recognized in the income statements using the straight-line method over the estimated useful life:

·       Licenses - validity period.

 

14.       Right-of-use assets

 

Cost

H1 2024

 

 Y 2023

As of period beginning

81,487

 

77,451

Translation difference

(524)


4,036

As of period end

80,963

 

81,487

Depreciation




As of period beginning

(32,255)

 

(11,295)

Depreciation charge

(10,122)


(19,906)

Translation difference

209


(1,054)

As of period end

(42,168)

 

(32,255)

Net book value




As of period beginning

49,232


66,156

As of period end

38,795


49,232

 

Lease liabilities in respect of right-of-use assets:

Leased server


As of 30

June 2024


As of 31 December 2023

Long-term

 

20,835

 

32,619

Short-term

 

21,192

 

21,011

Total

 

42,027

 

53,630

 

Interest expense recognized:

Leased server


H1 2024


 H1 2023

Interest

 

711

 

1 003

 

The discount rate 2022 used in determining the present value of the lease liability was determined based on the borrowing rates placed at Bank of England official site (https://www.bankofengland.co.uk/statistics/effective-interest-rates) and consisted as follows:

-     Server lease right: 3.11%.

 

15.       Trade and other receivables

 

30 June 2024

 

31 December 2023

Trade receivables

2,173,086


1,126,412

Prepayments

219,040


170,105

Total

2,392,126

 

1,296,517

 

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying value of trade and other receivables approximates to their fair value. The ageing of trade receivables is detailed below:

 

As of 30 June 2024

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables

2,173,086


-


-


-


2,173,086

Total

2,173,086

 

-

 

-

 

-

 

2,173,086

 

As of 31 December 2023

 

< 60 days

 

< 90 days

 

< 180 days

 

> 180 days

 

Total

Trade receivables

1,126,412


-


-


-

 

1,126,412

Total

1,126,412

 

-

 

-

 

-

 

1,126,412

 

16.       Cash and cash equivalents

 

30 June 2024

 

31 December 2023

Cash at bank and in hand

70,620


144,182

Total

70,620

 

144,182

 

17.       Trade and other payables

 

30 June 2024

 

31 December 2023

Trade payables

1,638,827


612,171

Other payables and accruals

17,135


6,187

Total

1,655,962

 

618,358

 

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

 

18.       Loans and borrowings

 

Long-term

 

 

 

30 June 2024

 

31 December 2023

Triple Dragon Funding Delta Ltd


Principal


2,368,435


2 120 000

AdTech Solutions Limited


Principal


302,652


323 043

AdTech Solutions Limited


Interest


86,315


74 882

Mobile Marketing LLC


Principal


40,000


40 000

Mobile Marketing LLC


Interest


10,525


9 085

Total

 

 

 

2,807,927

 

2 567 010

 

Short-term

 

 

 

30 June 2024

 

31 December 2023

Triple Dragon Funding Delta Ltd


Interest


50,290


94 950

Total

 

 

 

50,290

 

94 950

 

During the period ended 30 June 2024, the Group used a lending facility from Triple Dragon Funding Delta Limited (TDFD). The TDFD facility is secured by a floating charge that covers the property and undertakings of Vox Capital Ltd and Mobio Global Ltd. Interest is charged on the loan at a rate of 2.25% per calendar month.

 

On July 27, 2022 the loan agreement between Mobio Global LTD (borrower) and Mobile Marketing LLC (lender) dated 06.10.2020 was assigned to Adtech Solutions Limited. Final repayment date is 15 March 2025. Interest is charged on the loan at a rate of 7.5% per year

 

19.       Other long-term and lease liabilities

 

Lease liabilities

 

Lease liabilities

 

30 June 2024

 

31 December 2023

Non-current liabilities


20,835

 

32,619

Current liabilities


21,192


21,011

Total

 

42,027

 

53,630

 

As at the period ended 30 June 2024 the Group leases a server for the purpose of storing files and documents. The Group does not lease any premises in London, Singapore and USA.

 

20.       Other short-term liabilities

 

30 June 2024

 

31 December 2023

VAT payable (tax agent)

153,501


154,494

Current lease liabilities

21,192


21,011

Salary liabilities

5,161


12,069

Total

179,854

 

187,574

 

21.       Financial instruments

 

The Group's financial instruments may be analysed as follows:

Financial assets

30 June 2024

 

31 December 2023

Financial assets measured at amortised cost:




Cash at bank and in hand

70,620


144,182

Trade receivables

2,173,086


1,126,412

Other receivables

219,040


170,105

Total

2,462,746

 

1,440,699

 

Financial liabilities

30 June 2024


31 December 2023

Financial liabilities measured at amortised cost:




Trade payables

1,638,827


612,171

Lease liabilities

42,027


53,630

Total

1,680,854

 

665,801

 

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised fair value gains of nil (2023: nil).

 

22.       Financial risk management

 

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All the Group's financial instruments are classified trade and other receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

 

 

Credit risk

 

Generally, the Group's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 

30 June 2024

 

31 December 2023

Trade receivables

2,173,086


1,126,412

Prepayments

219,040


170,105

Total

2,392,126

 

1,296,517

 

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by Directors. Any debtors over 30 days are reviewed by Directors every month and explanations sought for any balances that have not been recovered.

 

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

 

The Directors are of the opinion that there is no material credit risk at the Group level.

 

Liquidity risk

 

Liquidity risk is the situation where the Group may encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet any foreseeable needs and to invest cash assets safely and profitably.

 

The tables below break down the Group's financial liabilities into relevant maturity groups based on their contractual maturities.

 

The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

 

Contractual maturities of financial liabilities as of 30 June 2024:

                          


Less than 6 months


6-12 months


Between 1 and 2 years


Between 2 and 5 years


Carrying amount










Trade and other payables

1 655 962


-


-


-


1 655 962

Corporation tax payable

18 062

 

-

 

-


-


18 062

Lease liabilities

10,295


10,897


20,835


-


42,027

Total

1,684,319

 

10,897

 

20,835

 

-


1,716,051

 

Contractual maturities of financial liabilities as of 31 December 2023:

 


Less than 6 months


6-12 months


Between 1 and 2 years


Between 2 and 5 years


Carrying amount

Trade and other payables

618,358


-


-


-


618,358

Corporation tax payable

18,062

 

-

 

-


-


18,062

Lease liabilities

10,428


10,583


32,619


-


53,630

Total

646,848

 

10,583

 

32,619

 

-


690,050

 

 

Interest rate risk

 

The Group is not exposed to material interest rate risk as its liabilities are either non-interest bearing or subject to fixed interest rates.

 

Foreign currency risk

 

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

 

Reputational risks

 

The Management of the Group believes that at present there are no facts that could have a significant negative impact on the decrease in the number of its customers due to a negative perception of the quality of services provided, adherence to the terms of rendering services, as well as the participation of the Group in any price agreement. Accordingly, reputational risks are assessed by the Group as insignificant.

 

Fair value of financial instruments

 

The fair values of all financial assets and liabilities approximates their carrying value.

 

Other risks

 

The industry risk is currently assessed as low, and the volume of advertising on the Internet is growing. However, it should be taken into consideration that the industry is affected by changing legislation on the regulation of the advertising services provision and compliance with information security of data. Also, the Group business depends on the availability, performance and reliability of internet, mobile and other infrastructures (speed, data capacity and security) that are not under the Group control.

 

The Group makes every effort to comply with the requirements of the legislation and to maintenance of a reliability for providing advertising internet services.

 

23.       Related party disclosures

 

Parties are generally considered to be related if one party has the ability to control the other party or can exercise significant influence in making financial and operational decisions.

 

The related parties of the Group are:

·      Petrus Cornelis Johannes Van Der Pijl - Director, international group member (the ultimate beneficiary).

·      Stefans Keiss - international group member (the ultimate beneficiary).

·      S Konovalov - international group member (the ultimate beneficiary).

·      Vox Valor Holding LTD - international group member.

 

The affiliated parties of the Company are:

·      Mobile Marketing LLC - through S. Konovalov.

·      Adtech solutions limited - through S. Konovalov

·      Triple Dragon Services OÜ - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Limited - through Petrus Cornelis Johannes Van Der Pijl

·      Triple Dragon Funding Delta Limited - through Petrus Cornelis Johannes Van Der Pijl

 

23.1. Transactions with related parties

·    Trade and other receivables - affiliated parties:

Debtor

 

Affiliated party

 

Description 

 

30 June

2024

 

31 December 2023

Mobio Global Ltd


Adtech Solutions Ltd


Service agreement


255,843


453,264

Mobio Global Ltd


Mobile Marketing LLC


Service agreement


181,846


181,942



 

 

Total:

 

437,689

 

635,206

·    Trade and other payables - affiliated parties:

Creditor

 

Affiliated party

 

Description 

 

30 June

2024

 

31 December 2023

Mobio Global Ltd


Mobile Marketing LLC


Audit fees charging


39,154


40,240

Mobio (Singapore) Pte Ltd


Mobile Marketing LLC


Audit fees charging


4,702


15,470



 

 

Total:

 

43,856

 

55,710

·    Loans - affiliated parties:

Creditor

 

Affiliated party

 

Description 

 

30 June

2024

 

31 December 2023

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Principal

 

2,368,435

 

2,120,000

Vox Capital Ltd

 

Triple Dragon Funding Delta Ltd

 

Interest

 

50,290

 

94,950

Mobio Global Ltd


Adtech solutions Ltd


Principal


302,652


323,043

Mobio Global Ltd


Adtech solutions Ltd


Interest


86,315


74,882

Vox Capital Ltd


Mobile Marketing LLC


Principal


40,000


40,000

Vox Capital Ltd


Mobile Marketing LLC


Interest


10,525


9,085



 

 

Total:

 

2,858,217

 

2,661,960

·    Income and expenses - affiliated parties as of December 31:

Parent company

 

Affiliated party

 

Description 

 

H1 2024

 

H1 2023

Mobio Global LTD


Triple Dragon Services OÜ


Sales revenue


-


872,838

Mobio Global LTD


Adtech Solutions Limited


Sales revenue


1 290 514


214,715

Mobio Global LTD


Triple Dragon Services OÜ


Operating expenses


-


34,182

Mobio Global LTD


Adtech Solutions Limited


Administrative expenses


-


375

Mobio Global LTD


Adtech solutions limited


Interest expenses


-


14,373

Mobio (Singapore) Pte LTD


Adtech Solutions Limited


Sales revenue


3 191 851


-

Mobio (Singapore) Pte LTD


Triple Dragon Limited


Operating expenses


-


34,807

Vox Capital Ltd


Triple Dragon Funding Delta Limited


Interest expenses


308,704


234,412

Vox Capital Ltd


Mobile Marketing LLC


Interest expenses


1,500


1,504










 

Remuneration paid to key management personnel:


Holding company


Subsidiary companies

 

Total

Directors Remuneration H1 2024

-


141,604

 

141,604

Directors Remuneration H1 2023

-


246,692

 

246,692

 

24.       Subsequent events

 

In the period between the reporting date and the date of signing the financial statements for the interim reporting period, there were no other facts of economic activity that could have an impact on the financial condition, cash flow or performance of the organization and which should be reflected.

 

25.       Approval of unaudited consolidated financial statements

 

Responsibility Statement

The Company's Directors, whose names and functions appear below this statement, are responsible for preparing this unaudited interim consolidated financial statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with Accounting Standard IAS 34 "Interim Financial Reporting".

The Directors, and each Director individually, confirms that, to the best of their knowledge, this unaudited consolidated financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report includes a fair review of the information required by DTR4.2.7R 7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year) and by DTR4.2.8R (disclosure of material related parties' transactions).

Directors:

John G Booth (Non-Executive Chairman)

Konstantin Khomyakov (Finance Director)

Rumit Shah (Non-Executive Director)

This unaudited consolidated financial information was approved by the Board on 27 September 2024

 

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